UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-KSB/A

For the fiscal year ended December 31, 1995

Commission File Number:  33-96358

BOURBON BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Kentucky							61-0993464
(State or other jurisdiction of			      (I.R.S. Employer
incorporation or organization)			     Identification No.)

P.O. Box 157, Paris, Kentucky				40362-0157
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code:  (606)987-1795

The purpose of this amendment is to add a comment to the Capital 
section of Management's Discussion and Analysis of Financial Condition 
and Results of Operations and add an accountant's opinion letter for a 
prior year's audit to the Exhibits.



Capital

In management's opinion, the imposing of a one-time SAIF special 
assessment of an estimated 65 cents per $100 of SAIF deposits would 
result in an expense of nearly $300 thousand before income taxes, and 
nearly $200 thousand after income taxes.  Other than that mentioned 
above,  there are no other known trends, events or uncertainties that will 
have or that are reasonably likely to have a material effect on the 
Company's liquidity, capital resources or operations.


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 
8-K

(a)      The following exhibits are incorporated by reference herein or 
made a part of this Form 10-K:

99	Miller, Mayer, Sullivan & Stevens Independent Auditors' Report 
	for Jessamine First Federal Savings and Loan Association of 
	Nicholasville as of September 30, 1994



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

Bourbon Bancshares, Inc.
By:  ________________________
Buckner Woodford, President and Chief Executive Officer, Director
December 18, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

_____________________________			December 18, 1996
Buckner Woodford, President and Chief Executive Officer, Director

_____________________________			December 18, 1996
Gregory J. Dawson, Chief Financial and Accounting Officer

_____________________________			December 18 , 1996
James L. Ferrell, M.D., Chairman of the Board, Director

_____________________________			December 18, 1996
Joe Allen, Director

_____________________________			December 18, 1996
William Arvin, Director

_____________________________			December 18, 1996
Russell M. Brooks, Director

_____________________________			December 18, 1996
Henry Hinkle, Director

_____________________________			December 18, 1996
Theodore Kuster, Director

_____________________________			December 18, 1996
Joseph B. McClain, Director

_____________________________			December 18, 1996
C. Thomas Skeen, Director

_____________________________			December 18, 1996
Charles S. Spears, Jr., Director

_____________________________			December 18, 1996
William R. Stamler, Director

_____________________________			December 18, 1996
Robert G. Thompson, Directo


INDEX TO EXHIBITS
										 
Exhibit Number	Description of Document

	99		Miller, Mayer, Sullivan & Stevens Independent 
			Auditors' Report for Jessamine First Federal 
			Savings and Loan Association of Nicholasville 
			as of September 30, 1994



EXHIBIT 99

INDEPENDENT AUDITORS' REPORT


Board of Directors
Jessamine First Federal Savings and Loan 
  Association of Nicholasville
Nicholasville, Kentucky


We have audited the accompanying consolidated statement of financial 
condition of Jessamine First Federal Savings and Loan Association of 
Nicholasville and Subsidiary as of September 30, 1994 and 1993, and the 
related consolidated statements of income, changes in stockholders' 
equity, and cash flows for each of the years in the three year period ended 
September 30, 1994.  These consolidated financial statements are the 
responsibility of the Association's management.  Our responsibility is to 
express an opinion on these consolidated financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the consolidated financial statements.  An audit also 
includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Jessamine 
First Federal Savings and Loan Association of Nicholasville and 
Subsidiary as of September 30, 1994 and 1993, and the results of their 
operations and their cash flows for each of the years in the three year 
period ended September 30, 1994 in conformity with generally accepted 
accounting principles.



Our audits were made for the purpose of forming an opinion on the basic 
financial statements of Jessamine First Federal Savings and Loan 
Association of Nicholasville taken as a whole.  The accompanying 
Schedule of Compliance with Freddie Mac Net Worth Requirement on 
page 28 is presented for purposes of fulfilling Freddie Mac reporting 
requirements and is not a required part of the basic financial statements of 
Jessamine First Federal Savings and Loan Association of Nicholasville.  
This information has been subjected to the auditing procedures applied in 
our audit of the basic financial statements of Jessamine First Federal 
Savings and Loan Association of Nicholasville and, in our opinion, is 
fairly stated in all material respects in relation to the basic financial 
statements taken as a whole.

This report is intended for the information of the board of directors, 
management, and Freddie Mac.

Miller, Mayer, Sullivan & Stevens

Lexington, Kentucky
November 4, 1994